IFF and DuPont’s Nutrition and Biosciences to merge

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International Flavors and Fragrances Inc (New York City, NY; IFF) has acquired DuPont’s Nutrition and Biosciences (N&B) business for $26.2 billion, in a Reverse Morris Trust transaction. The deal values the combined company at $45.4 billion on an enterprise value basis, and under the terms of agreement, DuPont shareholders will own 55.4% of the shares of the new company IFF shareholders will own 44.6%. Upon completion of the transaction, DuPont will receive a one-time $7.3 billion special cash payment.

The merger creates a global leader in high-value ingredients and solutions for the global food and beverage, home and personal care, and health and wellness markets, with an estimated 2019 pro forma revenue of more than $11 billion and EBITDA of $2.6 billion. The complementary portfolios will give the company leadership positions across key taste, texture, scent, nutrition, enzymes, cultures, soy proteins, and probiotics categories.

“The combination of IFF and N&B is a pivotal moment in our journey to lead our industry as an invaluable innovation and creative partner for our customers. Together, we will create a leading ingredients and solutions provider with a broader set of capabilities to meet our customers’ evolving needs,” said IFF chairman and CEO, Andreas Fibig, in a press release. “With highly complementary portfolios, we will have global scale and leading positions in key growth categories to capitalize on positive market trends, drive strong profitable growth for our shareholders and create opportunities for our employees.”

“DuPont and IFF share long and successful histories of customer-driven innovation and cultures of excellence, which is why I am confident that N&B will be well-positioned for its next phase of growth. I am pleased to join the Board of the combined organization and remain involved in unlocking the potential of this new company,” added Ed Breen, executive chairman of DuPont, in a press release. “We conducted a very thorough process leading us to the selection of IFF as the preferred strategic partner for N&B.”

Upon closing, the new company’s Board of Directors will consist of 13 directors: 7 current IFF directors and 6 DuPont director appointees until the Annual Meeting in 2022, when there will be 6 directors from each company. Andreas Fibig will continue to be the chairman of the Board and an IFF appointee, as well as continue as chief executive officer. DuPont executive chairman, Ed Breen, will join the board of the combined company as a DuPont appointee and will serve as Lead Independent Director starting June 1, 2021.